SUMMARY
The board of Compassion Canada (Compassion) is a governing board operating within the guidelines of the Act, Regulations, and Bylaws, focusing on leadership by planning and policy setting, and delegating the implementation to the staff through the CEO. As such, the board is responsible for creating and managing a governance structure, for holding itself accountable, and for ensuring effective board collaboration for the benefit of Compassion’s owners and the organization.
The role of a board member is a volunteer position without remuneration. The term of office shall be for a period of three years.
The board is responsible for creating and managing a governance structure, for holding itself accountable, and for ensuring effective board collaboration for the benefit of Compassion’s owners (God and our legal members) and the organization.
The board commits itself to ethical, efficient, and lawful conduct. Board members will function in an ethical manner, contribute to the work of the board, support the decisions of the board, and respect the confidentiality of privileged information.
The board will speak with one voice. All board members will stand behind all board decisions.
Board members will make every effort to attend and participate in all meetings and be properly prepared for board deliberation.
Board members will treat each other with respect, professionalism and Christian love. When differences of opinion exist, the commitment will be to challenge the issues but never attack or defame the person.
Board members may not exercise individual authority over Compassion, its management, staff, or supporters except as explicitly directed by the board through a duly passed motion. Board members will not judge the performance of personnel outside of the official board process.
The board will annually monitor its own effectiveness and take actions to excel in its role by completing the GEM Assessment for Boards.
The Nominating & Governance Committee will conduct a peer assessment of each board member’s individual performance on the expiry of their term of service.
DUTIES
1. Monitor Operations:
Monitor changes and events in the community, province and region that could have an impact on the success of Compassion. Monitor its operations, plan for its future and develop policies that affect the ministry as a whole.
2. Strategic Planning and Goal Setting:
Ensure that Compassion can continue to succeed in the future by working with your peers and the CEO on strategic planning and goal setting.
3. Monitor Finances:
Directors must ensure there are adequate funds to maintain and grow Compassion’s programs. A key part of this responsibility is careful review of financial statements and audit reports.
4. Approve Budgets:
The CFO, with the assistance of the executive leadership team, will draft Compassion’s annual budget. It will be based on operational needs and goals outlined in the Strategic Plan. The Directors’ responsibility is to study the draft, ask appropriate questions, if necessary, and then vote to approve or amend.
5. Set and Review Policy:
Directors set policies that govern Compassion’s ministry as a whole. Policies can be based on strategic plans, the CEO's recommendations, legislation or response to a problem the ministry faces. To meet the changing needs of Compassion’s ministry, Directors will also review and modify policies. This ensures that the ministry will continue running effectively, legally and ethically. Directors make policy that affect Compassion’s ministry as a whole. The CEO and his/her staff then carry out these policies.
6. Become an Advocate:
Directors should build public support for Compassion by spreading the good word about its mission, services and programs.
7. Attend Meetings:
Attendance at and participation in all board meetings is essential. When Directors are absent, it adversely affects the board's decision-making. This applies to the meetings of any committees assigned. In the event it becomes necessary to be absent from a meeting, the member should inform the Chairperson in advance of the meeting.
8. Approve Minutes:
The minutes are the legal record of a board or committee meeting. Therefore, it is essential that they be accurate. If you notice an error, bring it to the attention of the board chairperson before you vote to approve the minutes.
COMMON LAWS OF DUTY[1]
The common law duties of honesty, loyalty, care, diligence, skills and prudence required of Directors have developed over centuries. These duties have been placed on Directors of corporations and Directors of charities by the courts to protect the interests of various interest groups of the corporation.
1. The duty of honesty. Every Director of a charity must act with honesty, in good faith, and in the best interest of the organization.
2. The duty of loyalty. Because Directors are fiduciaries, they are subject to the common law of loyalty, which requires Directors to act honestly and to avoid any conflict of interest between themselves and the charitable organization they serve.
3. The duty of care. The duty of care requires a Director of a charity to act with prudence and diligence. Prudence in this context means that the duty of care is based on common sense, not on experience (as in the case of the duty of skill). The duty of care combines all duties and states that a Director must show honesty, loyalty and diligence, but need not show any skill beyond ordinary common sense and the experience actually acquired: therefore, the duty of care may vary to some extent, depending on background and experience.
4. The duty of diligence. A Director of a charity is required to make such inquiries on activities and proposals, which a person of ordinary care in that person’s position would make in relation to the management of one’s own affairs; therefore, a Director is required to remain informed about the policies, activities, and affairs of the organization. Failure to pay attention to these diligence requirements could be interpreted as an indication of dishonesty. If a Director fails to perform some act, which that Director was responsible to perform, such neglect may be construed as a breach of duty.
5. The duty of skill. Like the duty of care, the duty of skill requires prudence. Because of this, the duties overlap to a certain extent; however, the types of prudence required for the two duties are different. The duty of care requires prudence based on common sense, whereas the duty of skill requires prudence based on experience. At common law, a Director is not expected to exercise any skill that the Director does not have. The Director is not expected to be an expert unless appointed as such. If the Director is an expert in any field, he/she must use that knowledge for the organization’s benefit. Obviously, the degree of skill required varies with the qualifications of the Director.
6. The duty of prudence. The duty of prudence requires Directors to use common sense and to act carefully, deliberately, and cautiously in trying to foresee the likely consequences of a proposed course of action. At common law, Directors are not liable for honest mistakes. They are not required to go beyond the limits of their own knowledge and ability when considering the prudence of a particular course of action.
QUALIFICATIONS
A Director must be:
- Duly elected by the Corporate Membership and in good standing.
[1] Governance and Management Handbook for Canadian Registered Charities. Canadian Council of Christian Charities, Chapter 2, Page 27-39.
